Common use of Claims and Proceeding Clause in Contracts

Claims and Proceeding. Schedule 3.18 is a complete and accurate list and description of all claims, actions, suits, proceedings and investigations currently pending or, to the best knowledge of Seller, threatened against or affecting Seller, any Principal or the Business or any of the properties, Purchased Assets, at law or in equity, or before or by any court, municipal or other governmental department, commission, board, agency or instrumentality. Except as set forth in Schedule 3.18, none of such claims, actions, suits, proceedings or investigations will result in any liability or loss to Seller, the Purchased Assets or the Business which (individually or in the aggregate) is material to Seller, the Purchased Assets, or the Business and Seller has not been, and is not now, subject to any order, judgment, decree, stipulation or consent of any court, governmental body or agency. No inquiry, action or proceeding has been asserted, instituted or, to the best knowledge of Seller, threatened to restrain or prohibit the carrying out of the transactions contemplated by this Agreement or to challenge the validity of such transactions or any part thereof or seeking damages on account thereof. To the best knowledge of Seller, there is no basis for any claim or action which would, or could reasonably be expected to (individually or in the aggregate), have a material adverse effect on the Business or financial condition of Seller. Except as set forth in Schedule 3.18, no claim, complaint, suit, action, proceeding or investigation is pending or, to Seller's actual knowledge, threatened against any of the Principals or to any other person or entity having an ownership interest in, or who was an officer, director, or agent of Seller, which may result in any restraint, prohibition or the obtaining of damages or any other relief.

Claims and Proceeding. Schedule 3.18 is a complete and accurate list and description of all claims, actions, suits, proceedings and investigations currently pending or, to the best knowledge of Seller, threatened against or affecting Seller, any the Principal or the Business Segment or any of the properties, Purchased Assets, at law or in equity, or before or by any court, municipal or other governmental department, commission, board, agency or instrumentality. Except as set forth in Schedule 3.18, none of such claims, actions, suits, proceedings or investigations will result in any liability or loss to Seller, the Purchased Assets or the Business Segment which (individually or in the aggregate) is material to Seller, the Purchased Assets, or the Business Segment and Seller has not been, and is not now, subject to any order, judgment, decree, stipulation or consent of any court, governmental body or agency. No inquiry, action or proceeding has been asserted, instituted or, to the best knowledge of Seller, threatened to restrain or prohibit the carrying out of the transactions contemplated by this Agreement or to challenge the validity of such transactions or any part thereof or seeking damages on account thereof. To the best knowledge of Seller, there is no basis for any claim or action which would, or could reasonably be expected to (individually or in the aggregate), have a material adverse effect on the Business Segment or financial condition of Seller. Except as set forth in Schedule 3.18, no claim, complaint, suit, action, proceeding or investigation is pending or, to Seller's actual knowledge, threatened against any of the Principals Principal or to any other person or entity having an ownership interest in, or who was an officer, director, or agent of Seller, which may result in any restraint, prohibition or the obtaining of damages or any other relief.